Exhibit 10.1


 


EXCHANGE AND SUPPORT AGREEMENT


 


by and among


 


YATRA ONLINE, INC.


 


and


 


THE HOLDERS OF SHARES OF CLASS F COMMON
STOCK OF 


TERRAPIN 3 ACQUISITION CORPORATION


 


Dated December 16, 2016


 






     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	Section 1.1	Defined Terms	1
	Section 1.2	Terms Generally	3
	 	 	 
	Article II EXCHANGE RIGHT	4
	Section 2.1	Exchange Right	4
	Section 2.2	Exchange Right Procedures	4
	Section 2.3	Effect on Class F Common Stock Surrendered	5
	Section 2.4	[RESERVED]	6
	Section 2.5	Take-Overs, Mergers and Registrations	6
	 	 	 
	Article III EXCHANGE RATIO	6
	Section 3.1	Exchange Ratio; Adjustment of Exchange Ratio	6
	 	 	 
	Article IV SUPPORT	6
	Section 4.1	Taxes	6
	Section 4.2	No Effect on Agreement	6
	Section 4.3	Continuing Agreement	7
	Section 4.4	Reservation of Shares	7
	Section 4.5	Dilutive Actions; Dividends; Issuances; Shareholder Rights; Fundamental Transactions	7
	Section 4.6	Government Authority Approval	8
	 	 	 
	Article V REPRESENTATIONS AND WARRANTIES	9
	Section 5.1	Representations and Warranties of Parent	9
	Section 5.2	Representations and Warranties of the Exchanging Shareholders	10
	 	 	 
	Article VI SECURITIES LAW MATTERS	10
	Section 6.1	Securities Law Transfer Restrictions	10
	Section 6.2	Register of Members and Notation	10
	Section 6.3	Supplemental Listing	11
	 	 	 
	Article VII MISCELLANEOUS	11
	Section 7.1	Termination	11
	Section 7.2	Parent’s Waivers	11
	Section 7.3	Election of Remedies	12
	Section 7.4	Effect of Delay or Omission to Pursue Remedy	12
	Section 7.5	Amendment	12
	Section 7.6	Notices	12
	Section 7.7	Successors and Assigns: Joinder Agreement	13
	Section 7.8	Specific Performance: Remedies	14
	Section 7.9	Governing Law	14
	Section 7.10	Submission To Jurisdiction	14
	Section 7.11	Waiver Of Jury Trial	14



 






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	Section 7.12	Entire Agreement	14
	Section 7.13	Severability	14
	Section 7.14	Counterparts	15




 






    	ii



     


    

 


EXCHANGE AND SUPPORT AGREEMENT


 


Exchange and Support Agreement, dated December
16, 2016 (this “Agreement”), by and among, Yatra Online, Inc., a Cayman Islands exempted company limited
by shares (“Parent”), Yatra USA Corp. (f/k/a Terrapin Acquisition 3 Corporation), a Delaware corporation
(the “Company”), and the holders of Class F Common Stock of the Company signatories hereto and their
Permitted Transferees (as defined herein) (each an “Exchanging Shareholder” and, collectively, the
“Exchanging Shareholders”).


 


RECITALS


 


This Agreement is entered into in connection
with the consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement by and among
Parent and the Company, dated as of September 28, 2016 (such transactions being the “Business Combination”).


 


NOW, THEREFORE, in consideration of the
premises and mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


Article
I


DEFINITIONS


 


Section 1.1           Defined
Terms. All capitalized terms used but not otherwise defined in this Agreement shall
have the meaning ascribed to such terms in Memorandum and Articles. For the purposes of this Agreement the following capitalized
terms have the following meanings:


 


“Agreement” has the meaning
specified in the introduction.


 


“Business Day” means
any day during a calendar year which is not a Saturday, Sunday or a day on which commercial banks in New York, New York are required
by Law or permitted to be closed.


 


“Business Combination” has
the meaning specified in the Recitals.


 


“Certificate of Incorporation”
means the Second Amended and Restated Certificate of Incorporation of the Company.


 


“Class A Common Stock”
means the Class A Common Stock, par value $0.0001, of the Company and any equity securities issued or issuable in exchange for,
or with respect to, such shares of Class A Common Stock (i) by way of a dividend, split or combination of equity interest or (ii)
in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.


 






     


     


    

 


“Class F Common Stock”
means the Class F Common Stock, par value $0.0001, of the Company and any equity securities issued or issuable in exchange for,
or with respect to, such shares of Class A Common Stock (i) by way of a dividend, split or combination of equity interest or (ii)
in connection with a reclassification, recapitalization, merger, consolidation or other reorganization.


 


“Company” has the meaning
specified in the introduction.


 


“Designated Recipient(s)”
means the Exchanging Shareholder or any other person the Exchanging Shareholder designates as a recipient in the Exchange Notice,
as applicable.


 


“Exchange Amount” has
the meaning specified in Section 2.2(a). 


 


“Exchange Date” means
a date specified in any Exchange Notice as the “Exchange Date,” which must not be less than five (5) nor greater than
forty five (45) calendar days after the date upon which the Exchange Notice is received by the Company.


 


“Exchange Notice” has
the meaning specified in Section 2.2(a).


 


“Exchange Ratio” has
the meaning specified in Section 3.1.


 


“Exchange Right” has
the meaning specified in Section 2.1.


 


“Exchanging Shareholder”
has the meaning specified in the introduction.


 


“Fundamental Transaction”
has the meaning specified in Section 4.5(c).


 


“Governmental Authority”
has the meaning specified in Section 4.6.


 


“Joinder Agreement” means
a joinder agreement, pursuant to which a Permitted Transferee will thereupon become a party to, and be bound by and obligated to
comply with the terms and provisions of, this Agreement as an Exchanging Shareholder.


 


“Memorandum and Articles”
means the Sixth Amended and Restated Memorandum and Articles of Association of Parent, dated December 16, 2016, as amended from
time to time in accordance with its terms.


 


“Obligation” means the
obligation to deliver the Reciprocal Ordinary Shares upon exercise of the exchange rights pursuant to Article II hereof.


 


“Ordinary Shares” means
the Ordinary Shares of Parent, par value $0.0001 per share, and any equity securities issued or issuable in exchange for, or with
respect to, such Ordinary Shares (i) by way of a dividend, split or combination of equity interest or (ii) in connection with a
reclassification, recapitalization, merger, consolidation or other reorganization. 


 


“Parent” has the meaning
specified in the introduction.


 


“Permitted Transferee” has
the meaning specified in Section 7.7. 


 






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“Powers” has the meaning
specified in Section 2.2(a). 


 


“Proposed Consummation Date”
has the meaning specified in Section 4.5(d).


 


“Reciprocal Ordinary Shares”
means Ordinary Shares equal to the product of (A) the Exchange Amount as set forth in the Exchange Notice and Share Notice, multiplied
by (B) the Exchange Ratio, as adjusted herein.


 


“Registration Statement”
means a registration statement filed by the Parent with the Securities and Exchange Commission in compliance with the Securities
Act, all as the same shall be in effect at the time, and the rules and regulations promulgated thereunder for a public offering
and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share Notice” has the
meaning specified in Section 2.2(b).


 


“Transfer” of securities
shall be construed broadly and shall include any direct or indirect issuance (other than an issuance of securities by the Company),
sale, assignment, transfer, participation, gift, bequest, distribution, or other disposition thereof, or any pledge or hypothecation
thereof, placement of a lien thereon or grant of a security interest therein or other encumbrance thereon, in each case whether
voluntary or involuntary or by operation of law or otherwise. Notwithstanding anything to the contrary contained herein, Transfer
shall not include the sale or transfer of Reciprocal Ordinary Shares to an Exchanging Shareholder in connection with the exchange
of its shares of Class F Common Stock.


 


“Transfer Agent” means
Continental Stock Transfer & Trust Company, or such other financial institution as may from time to time be designated by Parent
to act as its transfer agent for Ordinary Shares.


 


Section 1.2           Terms
Generally. In this Agreement, unless otherwise specified or where the context otherwise
requires:


 


(a)          the
headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this
Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement;


 


(b)          words
importing any gender shall include other genders;


 


(c)          words
importing the singular only shall include the plural and vice versa;


 


(d)          the
words “include,” “includes” or “including” shall be deemed to be followed by the words “without
limitation”;


 


(e)          the
words “this Agreement,” “hereof,” “herein,” “hereby,” “hereunder” and
“herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement unless expressly so limited;


 






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(f)          references
to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be to Articles, Exhibits,
Sections or Schedules of or to this Agreement unless otherwise indicated;


 


(g)          references
to any Person include the successors and permitted assigns of such Person;


 


(h)          the
use of the words “or,” “either” and “any” shall not be exclusive;


 


(i)          references
to “$” or “dollars” means the lawful currency of the United States of America;


 


(j)          references
to any agreement, contract or schedule, unless otherwise stated, are to such agreement, contract or schedule as amended, modified
or supplemented from time to time in accordance with the terms hereof and thereof; and


 


(k)          the
parties hereto have participated collectively in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity
or question of intent or interpretation arises, it is the intention of the parties that this Agreement shall be construed as if
drafted collectively by the parties hereto, and that no presumption or burden of proof shall arise favoring or disfavoring any
party hereto by virtue of the authorship of any provisions of this Agreement.


 


Article
II


EXCHANGE RIGHT


 


Section 2.1           Exchange
Right. Commencing on November 13, 2017, each Exchanging Shareholder shall have
the right (an “Exchange Right”) at any time and from time to time, upon the terms and subject to the
conditions hereof, to surrender any or all of the shares of Class F Common Stock held by such Exchanging Shareholder to the Company
in exchange for Reciprocal Ordinary Shares, as provided in and subject to the adjustments set forth in this Agreement.


 


Section 2.2           Exchange
Right Procedures. Any Exchanging Shareholder that elects to exercise the exchange
right set forth in Section 2.1 shall tender to the Company the applicable number of shares of Class F Common Stock to the
Company in exchange for Reciprocal Ordinary Shares in accordance with the following procedures:


 


(a)          The
Exchanging Shareholder shall deliver to the Company: (i) a notice, with a simultaneous copy to Parent, substantially in the form
attached hereto as Exhibit A (an “Exchange Notice”) specifying among other things (A) the number
of shares of Class F Common Stock that such Exchanging Shareholder wishes to exchange, which shall not be less than 10,000 shares
of Class F Common Stock (the “Exchange Amount”), (B) the proposed Exchange Date, and (C) the Designated
Recipient(s); and (ii) powers of transfer for the shares of Class F Common Stock guaranteed in a reasonable form to be designated
by the Transfer Agent (“Powers”);


 






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(b)          As
promptly as practicable and no later than one (1) Business Day following the receipt of an Exchange Notice from an Exchanging Shareholder,
the Company shall deliver to Parent a notice substantially in the form attached hereto as Exhibit B (a “Share Notice”)
specifying the Exchange Amount and the number of Reciprocal Ordinary Shares to be issued to the Exchanging Shareholder in connection
with such exchange, together with a copy of the relevant Exchange Notice and Powers;


 


(c)          As
promptly as practicable and no later than five (5) Business Day after the delivery by the Company of a Share Notice to Parent,
Parent shall instruct the Transfer Agent to:


 


(i)          issue
to the Exchanging Shareholder or the Designated Recipient(s) as applicable, on the Exchange Date, the number of Reciprocal Ordinary
Shares specified in the Share Notice, by registering such Reciprocal Ordinary Shares in the Parent’s register of members
in the name of the Exchanging Shareholder or the Designated Recipient(s) as applicable; and


 


(ii)         upon
receipt by Parent of the relevant required documents, register such issuance of Reciprocal Ordinary Shares as an issuance by Parent
in exchange for (A) a number of shares of Class A Common Stock issued to Parent pursuant to Section 2.2 (d) below, and
(B) in exchange for the redemption of the number of shares of Class F Common Stock tendered for exchange by the Exchanging Shareholder.


 


(d)          Upon
issuance by Parent of the Reciprocal Ordinary Shares and registration in the Parent’s register of members in the name of
the Exchanging Shareholder or the Designated Recipient(s), as applicable, the Company shall issue to Parent a number of shares
of Class A Common Stock equal to the product of (A) the Exchange Amount as set forth in the Exchange Notice and Share Notice, multiplied
by (B) the Exchange Ratio, and shall cancel a number of shares of Class F Common Stock held by the Exchanging Shareholder equal
to the Exchange Amount.


 


(e)          The
Company shall be entitled to deduct and withhold from the Reciprocal Ordinary Shares due to any Exchanging Shareholder pursuant
to this Agreement any number of shares the Company is required to deduct and withhold with respect to the making of such exchange
under the Code or any other provision of federal, state, local or foreign tax law. To the extent that shares are withheld from
the Reciprocal Ordinary Shares due to such Exchanging Shareholder by the Company, such withheld shares shall be treated for all
purposes of this Agreement as having been delivered to the Exchanging Shareholder to whom such shares would otherwise have been
delivered to.


 


Section 2.3           Effect
on Class F Common Stock Surrendered. Upon issuance and registration by Parent of
the Reciprocal Ordinary Shares pursuant to Section 2.2(c) above, on the relevant Exchange Date in connection with an exchange
contemplated by an Exchange Notice which has not been revoked, the Exchanging Shareholder shall cease to be a holder of the portion
of such shares of Class F Common Stock being surrendered for exchange and shall have no further rights whatsoever with respect
to such securities. Following receipt by the Designated Recipient(s) of the Reciprocal Ordinary Shares, and provided there has
been no revocation of the applicable Exchange Notice by the Exchanging Shareholder in advance of such receipt, the surrendered
shares of Class F Common Stock shall be deemed cancelled by the Company.


 






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Section 2.4           [RESERVED].


 


Section 2.5           Take-Overs,
Mergers and Registrations. Parent and the Company shall expeditiously and in good
faith provide holders of shares of Class F Common Stock with sufficient notice so that such holders may participate by exercising
their rights under Section 2.2(a) in any take-over bid, merger, consolidation, share exchange offer, third party or issuer
tender offer, arrangement or similar transaction or Registration Statement involving the Ordinary Shares and, to facilitate participation
in any such transaction or Registration Statement, to adopt reasonable modifications (following good faith consultation with the
Exchanging Shareholders) to the exchange procedures set forth in this Agreement so that any exercise required in respect thereof
shall be effective only upon, and shall be conditional upon, the closing of such transaction or effectiveness of such Registration
Statement.


 


Article
III


EXCHANGE RATIO


 


Section 3.1           Exchange
Ratio; Adjustment of Exchange Ratio. Except as otherwise adjusted as provided for
in Section 4.5, the ratio which each share of Class F Common Stock is exchangeable for a Ordinary Share shall be one (1)
to one (1) (the “Exchange Ratio”).


 


Article
IV


SUPPORT


 


Section 4.1           Taxes.
Any and all share issuances or contributions hereunder shall be made free and clear of any and all present or future liens, encumbrances,
transfer taxes and all liabilities with respect thereto. Each party shall pay any and all transfer taxes that he, she or it is
required to pay under applicable law.


 


Section 4.2           No
Effect on Agreement. Except as provided in this Agreement or otherwise agreed to
by the parties hereto in writing, the obligations of Parent under this Agreement shall not be altered, limited, impaired or otherwise
affected by:


 


(a)          any
modification or amendment, in whole or in part, of the terms of the shares of Class F Common Stock or any other instrument or agreement
evidencing or relating to any of the foregoing, except to the extent adopted in accordance with the Certificate of Incorporation;


 


(b)          any
change, whether direct or indirect, in Parent’s relationship to the Company, including any such change by reason of any merger
or consideration or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or
other security of Parent or any other entity;


 


(c)          the
failure by an Exchanging Shareholder to bring an action against the Company, Parent or any other party liable on the Obligation
as a condition precedent to the exercise of its rights under this Agreement;


 






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(d)          any
proceeding, voluntary or involuntary, involving bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Parent or the Company or any defense which Parent or the Company may have by reason of the order, decree or decision of any
court or administrative body resulting from any such proceeding; and


 


(e)          any
other act or omission that may or might otherwise operate as a discharge of Parent as a matter of law or equity, other than the
performance of the Obligation and this Agreement.


 


Section 4.3           Continuing
Agreement. This Agreement shall be construed as a continuing, absolute and unconditional,
subject to the compliance by the parties with the requirements and procedures set forth herein, agreement to issue Reciprocal
Ordinary Shares (or other property as provided herein) and a guarantee of performance of the Obligation and shall not be conditioned
or contingent upon the pursuit by Exchanging Shareholders at any time of any right or remedy against Parent or the Company. This
Agreement shall remain in full force and effect until it is terminated in accordance with Section 7.1.


 


Section 4.4           Reservation
of Shares. The Company shall take note that, at all times while shares of Class
F Common Stock are outstanding or are issuable (whether such obligation is absolute or contingent) pursuant to this Agreement
and/or the Memorandum and Articles, reserve and keep available, from its authorized and unissued share capital, sufficient Ordinary
Shares solely for issuance and delivery as and when required under this Agreement and/or such other agreements.


 


Section 4.5           Dilutive
Actions; Dividends; Issuances; Shareholder Rights; Fundamental Transactions.


 


(a)          If
there is: (1) any division or subdivision (by split, distribution, reclassification, recapitalization, reorganization or otherwise)
or combination or consolidation (by reverse split, reclassification, recapitalization, reorganization or otherwise) of the shares
of Class F Common Stock, Parent shall cause it to be accompanied by an identical proportionate division, subdivision, consolidation
or combination of the Ordinary Shares; or (2) any division or subdivision (by split, distribution, reclassification, recapitalization,
reorganization or otherwise) or combination or consolidation (by reverse split, reclassification, recapitalization, reorganization
or otherwise) of the Ordinary Shares, Parent and the Company shall cause it to be accompanied by an identical proportionate division,
subdivision, consolidation or combination of the shares of Class F Common Stock.


 


(b)          In
the event that Parent shall cause a dividend or other distribution to be made on the Ordinary Shares (whether in the form of cash,
securities, properties or other assets), Parent shall take all necessary actions (including making contributions of cash, securities,
property or other assets) so as to allow the Company to declare and pay, and the Company shall declare and pay (and Parent shall
cause the Company to declare and pay) a dividend or distribution on each share of Class F Common Stock which shall be identical
to the dividend or distribution paid on each Ordinary Share, at the same time as such dividend or distribution shall be paid on
the Ordinary Shares.


 






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(c)          In
the event of any merger, acquisition, reorganization, consolidation, or liquidation of Parent involving a payment or distribution
of cash, securities or other assets to the holders of Ordinary Shares or any reclassification or other similar transaction as a
result of which the Ordinary Shares are converted into, among other things, another security and the shares of Class F Common Stock
shall remain outstanding (a “Fundamental Transaction”), then the exchange provisions of this Agreement
shall thereafter permit the exchange of shares of Class F Common Stock for the amount of such cash, securities or other assets
which an Exchanging Shareholder would have received had he, she or it made an exchange for Ordinary Shares immediately prior to
such Fundamental Transaction, regardless of whether such exchange would actually have been permitted at such time and taking into
account any adjustment as a result of any division or subdivision (by any split, distribution or dividend, reclassification, reorganization,
recapitalization or otherwise) or combination or consolidation (by reverse split, reclassification, recapitalization or otherwise)
of such security, securities or other property that occurs after the effective time of such merger, acquisition, consolidation,
reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification,
reorganization, recapitalization or other similar transaction in which the Ordinary Shares are converted or changed into another
security, securities or other property, this Agreement shall continue to be applicable, mutatis mutandis, with respect to such
security, securities or other property.


 


(d)          Parent
shall provide all Exchanging Shareholders with notice of any transaction referred to in clause (a) and (c) of this Section 4.5
promptly after the Company provides notice of any such proposed transaction, or otherwise proposes such transaction, to its shareholders
but in no event later than (i) ten (10) Business Days prior to record date of such transaction, if applicable, or (ii) twenty (20)
Business Days prior to the applicable effective date or expiration date of such transaction, or (iii) in any such case, such earlier
time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act. Such notice shall specify
all material terms of such transaction, the record date (if applicable), the proposed date of consummation of such transaction
(the “Proposed Consummation Date”) and the effect of such transaction on the Exchange Ratio.


 


(e)          All
holders of shares of Class F Common Stock shall receive all notices, proxies, reports and other documents delivered to holders
of Ordinary Shares as if such holders of shares of Class F Common Stock were holders of Ordinary Shares. All holders of shares
of Class F Common Stock shall be entitled to attend all meetings, whether annual or extraordinary, of the shareholders of Parent
as if such holders of Class F Common Stock were holders of Ordinary Shares and receive such prior notice of such meetings at substantially
the same time as holders of Ordinary Shares.


 


Section 4.6           Government
Authority Approval. Parent and the Exchanging Shareholders shall cooperate with
one another in (a) determining whether any action in respect of (including any filing with), or consent, approval, registration
or qualification (other than registration under the Securities Act) or waiver by, any governmental authority under any United
States federal or state law (a “Governmental Authority”) is required in connection with the issuance
of Reciprocal Ordinary Shares upon an exchange pursuant to Article II hereof, (b) using their respective commercially reasonable
efforts to take any such actions (including making any filing or furnishing any information required in connection therewith)
in order to obtain any such consent, approval, registration, qualification or waiver required in connection with an exchange to
be effected in accordance with Article II hereof on a timely basis and (c) keeping the other party promptly informed in
all material respects with respect to any communication given or received in connection with any such action, consent, approval
or waiver, including using reasonable efforts to provide to each other in advance any analyses, appearances, presentations, memoranda,
briefs, arguments, opinions and proposals made or submitted by or on behalf of any party; provided, that any and all fees,
costs and expenses required to be incurred by either Parent or the Exchanging Shareholders in connection with obtaining any such
consent, approval, registration or qualification or waiver by, any Governmental Authority shall be paid by the Exchanging Shareholders.


 






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Article
V


REPRESENTATIONS AND WARRANTIES


 


Section 5.1           Representations
and Warranties of Parent. Parent represents and warrants as of the date hereof
and as of the date of each exchange effected in accordance with Article II hereof that (i) it is an exempted company limited
by shares and is existing in good standing under the laws of the Cayman Islands, (ii) it has all requisite power and authority
to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Reciprocal Ordinary
Shares in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by Parent and the consummation
by it of the transactions contemplated hereby (including, without limitation, the issuance of the Reciprocal Ordinary Shares)
have been duly authorized by all necessary action on the part of Parent, including but not limited to all actions necessary to
ensure that the issuance of Reciprocal Ordinary Shares pursuant to the transactions contemplated hereby, to the fullest extent
of the Parent’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to
any “moratorium,” “control share acquisition,” “business combination,” “fair price”
or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement
or the transactions contemplated hereby, (iv) this Agreement constitutes a legal, valid and binding obligation of Parent enforceable
against Parent in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, the execution, delivery
and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby (including
the issuance of the Reciprocal Ordinary Shares) will not result in a violation of the Memorandum and Articles; (v) upon each issuance
to a Designated Recipient as contemplated by this Agreement, and registration in the Parent’s register of members, the Reciprocal
Ordinary Shares so issued will be duly authorized and validly issued, fully paid and non-assessable and will be free of restrictions
on transfer other than those existing by operation of applicable securities laws and will be free from all liens and charges imposed
by Parent in respect of the issue thereof; and (vi) to the extent Ordinary Shares are listed on a national securities exchange,
all Ordinary Shares shall, at all times that shares of Class F Common Stock are exchangeable, be duly approved for listing subject
to official notice of issuance on each securities exchange, if any, on which the Ordinary Shares is then listed.


 






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Section 5.2           Representations
and Warranties of the Exchanging Shareholders. Each Exchanging Shareholder, severally
and not jointly, represents and warrants that as of the date hereof and as of the date of each Exchange (i) if it is not a natural
person, that it is duly incorporated or formed and, the extent such concept exists in its jurisdiction of organization, is in
good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform
this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and
delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
or other entity action on the part of such Exchanging Shareholder, (iv) this Agreement constitutes a legal, valid and binding
obligation of such Exchanging Shareholder enforceable against it in accordance with its terms, except as enforcement may be limited
by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’
rights generally, (v) the execution, delivery and performance of this Agreement by such Exchanging Shareholder and the consummation
by such Exchanging Shareholder of the transactions contemplated hereby will not, if it is not a natural person, result in a violation
of the certificate of incorporation and bylaws or other organizational constituent documents of such Exchanging Shareholder or,
and (vi) that any Designated Recipient shall have all necessary legal authority under applicable laws to hold the Reciprocal Ordinary
Shares.


 


Article
VI


SECURITIES LAW MATTERS


 


Section 6.1           Securities
Law Transfer Restrictions. Each Exchanging Shareholder agrees that it shall not
offer, sell or otherwise Transfer any Ordinary Shares issued pursuant to this Agreement other than (a) to the Parent or the Company,
(b) in compliance with the Securities Act or applicable laws of any State or other jurisdiction governing the offer and sale of
securities or (c) in a transaction that does not require registration under the Securities Act or the laws of any applicable State
or other jurisdiction governing the offer and sale of securities, but only if the Exchanging Shareholder has furnished to Parent,
with a copy to the Company, a customary opinion of counsel, reasonably satisfactory to Parent and the Company, prior to such sale
or Transfer to the extent reasonably requested by the Company. Each Exchanging Shareholder consents to the Parent and Company
making a notation on its records and giving instructions to any registrar and transfer agent not to record any Transfer of securities
of Parent and the Company held by such Exchanging Shareholder without first being notified by the Company that it is reasonably
satisfied that such Transfer is exempt from, or not subject to, the registration requirements of the Securities Act. The Company
shall promptly notify the Transfer Agent upon reasonably determining that a proposed Transfer is exempt from, or not subject to,
the registration requirements of the Securities Act.


 


Section 6.2           Register
of Members and Notation


 


(a)          Ordinary
Shares. Each of the Parent, the Company and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary
Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection with
the issuance of Reciprocal Ordinary Shares, the Parent, the Company and the Exchanging Shareholders acknowledge the following notation
(or a similar notation) may be placed in the Parent’s register of members:


 






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“THE RECIPROCAL ORDINARY SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT
TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED
UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO THE COMPANY.”


 


If such notation has been placed in the Parent’s register
of members, the Parent shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the
notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent
reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities,
pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent confirming compliance with such exemptions,
reasonably satisfactory to Parent and the Company) that such notation is no longer required under applicable requirements of the
Securities Act.


 


(b)          Book
Entry Transfer. The Parent shall register all issuances and transfers of Reciprocal Ordinary Shares made in accordance with
the terms of this Agreement, in its register of members.


 


Section 6.3           Supplemental
Listing. If any shares of the Ordinary Shares are listed on any national stock
exchange, Parent shall take all such actions as may be necessary to ensure that the shares of Reciprocal Ordinary Shares issuable
hereunder shall be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which
the Ordinary Shares is then listed. Parent shall take all such actions as may be necessary to ensure that all such Reciprocal
Ordinary Shares may be so issued without violation of any requirements of any domestic stock exchange upon which Ordinary Shares
may be listed (except for official notice of issuance which shall be immediately delivered by the Parent upon each such issuance).


 


Article
VII


MISCELLANEOUS


 


Section 7.1           Termination.
This Agreement shall terminate upon the earlier of (i) the date that no shares of Class F Common Stock remain outstanding (whether
such obligation is absolute or contingent), (ii) the mutual written consent of Parent, the Company and each of the Exchanging
Shareholders or (iii) the date that is five (5) years after the date of this Agreement; provided, however, that Article V, Article
VI and this Article VII shall survive such termination.


 


Section 7.2           Parent’s
Waivers. Subject to the compliance by the parties with the requirements and procedures
set forth herein, (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Obligation and notice
of or proof of reliance by the Exchanging Shareholders upon this Agreement or acceptance of this Agreement, and (ii) the Obligation
shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon
this Agreement, and all dealings between Parent and the Exchanging Shareholders shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. Subject to the compliance by the parties with the requirements and procedures
set forth herein, Parent waives presentment, demand, notice, and protest of all instruments included in or evidencing the Obligation
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of any such
instrument or this Agreement.


 






    	 	11	 



     


    

 


Section 7.3           Election
of Remedies. Each and every right, power and remedy herein given to the Exchanging
Shareholders, or otherwise existing, shall be cumulative and not exclusive, and be in addition to all other rights, powers and
remedies now or hereafter granted or otherwise existing. Each and every right, power and remedy whether specifically herein given
or otherwise existing may be exercised, from time to time and as often and in such order as may be deemed expedient by any of
the Exchanging Shareholders.


 


Section 7.4           Effect
of Delay or Omission to Pursue Remedy. No single or partial waiver by a party of
any right, power or remedy, or delay or omission by any party in the exercise of any right, power or remedy which they may have
shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter
existing. Any waiver given by any party of any right, power or remedy in any one instance shall only be effective in that specific
instance, and only by the party expressly giving such waiver, and only for the purpose for which given, and will not be construed
as a waiver of any right, power or remedy on any future occasion. No waiver of any term, covenant or provision of this Agreement,
or consent given hereunder, shall be effective unless given in writing by the party to be bound thereby.


 


Section 7.5           Amendment.
This Agreement may not be modified, amended, terminated or revoked, in whole or in part, except by an agreement in writing signed
each of by the Company, Parent and each of the Exchanging Shareholders.


 


Section 7.6           Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been sufficiently
given to any party hereto if personally delivered or if sent by telecopy or other electronic means, receipt confirmed, or by registered
or certified mail, return receipt requested, or by recognized courier service, postage or other charges prepaid addressed as follows:


 


		(a)	If to the Company:



 


Yatra USA Corp.


3225 McLeod Drive,
#100


Las Vegas, Nevada 89121


Attention: Dhruv Shringi


e-mail: dhruv.shringi@yatra.com


 






    	 	12	 



     


    

 


		(b)	If to Parent:



 


Yatra Online, Inc.


1101-03, Tower B


11th Floor, Unitech Cyber Park


Sector – 39, Gurgaon – 122 001


Attention: Dhruv Shringi


e-mail: dhruv.shringi@yatra.com


 


with a copy to (but which shall not constitute notice
to the Company):


 


Goodwin Proctor LLP


100 Northern Avenue


Boston, Massachusetts 02210


Attention: Jocelyn Arel


Facsimile: (617)
321-4344


e-mail: JArel@goodwinprocter.com


 


(c)          If
to any Exchanging Shareholder, at the address specified on Exhibit C hereto or an applicable Joinder Agreement;


 


or to such other address as may be specified from time to time
by the parties in a notice to the other parties given as herein provided. Such notice or communication will be deemed to have been
given as of the date so personally delivered, telecopied, mailed or sent by courier.


 


Section 7.7           Successors
and Assigns: Joinder Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, neither
Parent nor the Company shall have the right to assign its rights or obligations hereunder (whether by operation of law or otherwise)
without the prior written consent of all of the other parties hereto, and any such assignment without such consent shall be void
and have no effect on the rights of the Exchanging Shareholders hereunder. Any Exchanging Shareholder shall be entitled to assign
any or all of his, her or its rights hereunder in conjunction with the assignment or transfer of his, her or its Class F Common
Stock or the right to receive Ordinary Shares to a third party (a “Permitted Transferee”). All Permitted
Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging
Shareholder by executing a Joinder Agreement and Parent and the Company shall counter sign and deliver to such Permitted Transferee
an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee.
Notwithstanding anything to the contrary contained in this Section 7.7, if a holder of shares of Class F Common Stock shall
have entered into a lock-up or similar agreement or an arrangement with the Company with respect to any such holder’s shares
of capital stock of the Company, then such agreement or arrangement shall also apply to the holder with respect to it shares of
Class F Common Stock mutatis mutandis.


 






    	 	13	 



     


    

 


Section 7.8           Specific
Performance: Remedies. Each party acknowledges and agrees that the other parties
would be damaged irreparably and would not have an adequate remedy at law if any provision of this Agreement is not performed
in accordance with its specific terms or is otherwise breached. Accordingly, in addition to any other remedy to which he, she
or it may be entitled at law or in equity, each party will be entitled to an injunction or injunctions to prevent breaches or
threatened breaches of any of the provisions of this Agreement and to enforce specifically this Agreement and its provisions,
without bond or other security being required. Except as expressly provided herein, the rights and remedies created by this Agreement
are cumulative and in addition to any other rights and remedies otherwise available at law or in equity. Except as expressly provided
herein, nothing herein will be considered an election of remedies or a waiver of the right to pursue any other right or remedy
to which such party may be entitled.


 


Section 7.9           Governing
Law. This Agreement shall be construed according to and governed by the laws of
the State of New York without regard to principles of conflict of laws.


 


Section 7.10         Submission
To Jurisdiction. In any action or proceeding among the parties arising out of or
relating to this Agreement, each of the parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction
and venue of any New York federal court sitting in the Borough of Manhattan of the City of New York; (ii) agrees that it will
not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that
it will not bring any such action in any court other than a New York federal court sitting in the Borough of Manhattan of the
City of New York, or, if (and only if) such court finds it lacks jurisdiction, any New York state court sitting in the Borough
of Manhattan of the City of New York, and appellate courts thereof.


 


Section 7.11         Waiver
Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


Section 7.12         Entire
Agreement. This Agreement, the Contribution Agreement and the documents or instruments
referred to herein and therein, including any exhibits and schedules attached hereto and thereto, embody the entire agreement
and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement
and such other agreements supersede all prior agreements and the understandings among the parties with respect to such subject
matter.


 


Section 7.13         Severability.
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party.
Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in
a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.


 






    	 	14	 



     


    

 


Section 7.14         Counterparts.
This Agreement may be executed (including by facsimile or other electronic transmission) in one or more separate counterparts,
each such counterpart being deemed an original instrument, and all such counterparts will together constitute the same agreement.


 


[Remainder of this page intentionally left
blank.]


 






    	 	15	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and delivered, all as of the date first above written.


 


	 	YATRA USA CORP.
	 	 	 	 
	 	By:	/s/ Sanjay Arora
	 	 	Name:	Sanjay Arora
	 	 	Title:	President
	 	 	 	 
	 	YATRA ONLINE, INC.
	 	 	 	 
	 	By:	/s/ Dhruv Shringi
	 	 	Name:	Dhruv Shringi
	 	 	Title:	Authorized Signatory


 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 	 	 
	 	By:	/s/ Sanjay Arora
	 	 	Name:	Sanjay Arora
	 	 	Title:  	Chief Executive Officer


 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	MIHI LLC
	 	 	 
	 	By:	/s/ Duncan Murdoch
	 	 	Name:  Duncan Murdoch
	 	 	Title:  Vice President
	 	 	 
	 	By:	/s/ Tobias Bachteler
	 	 	Name:  Tobias Bachteler
	 	 	Title:  Vice President
	 	 	 




 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	Apple Orange LLC
	 	 	 
	 	By:	/s/ Nathan Leight
	 	 	Name:  Nathan Leight
	 	 	Title:  Managing Member


 


[Signature Page to Exchange and Support
Agreement]


 






     


     


    

 


	 	Noyac Path LLC
	 	 	 
	 	By:	/s/ Stephen Schifrin
	 	 	Name:  Stephen Schifrin
	 	 	Title:  Manager


 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	Periscope LLC
	 	 	 
	 	By:	/s/ Guy Barudin
	 	 	Name:  Guy Barudin
	 	 	Title:  President


 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	Terrapin Partners Employee   
	 	Partnership 3, LLC
	 	 	 
	 	By:	/s/ Nathan Leight
	 	 	Name:  Nathan Leight
	 	 	Title:  Managing Member




 


[Signature Page to Exchange and Support
Agreement]


 



     


     


    

 


	 	Terrapin Partners Green Employee
	 	Partnership, LLC
	 	 	 
	 	By:	/s/ Nathan Leight
	 	 	Name:  Nathan Leight
	 	 	Title:  Managing Member




 


[Signature Page to Exchange and Support
Agreement]


 






     


     


    

 


	 	Jonathan Kagan
	 	 	 
	 	By:	/s/ Jonathan Kagan
	 	 	Name:  Jonathan Kagan
	 	 	Title:  


 


[Signature Page to Exchange and Support
Agreement]


 






     


     


    

 


	 	George Brokaw
	 	 	 
	 	By:	/s/ George Brokaw
	 	 	Name:  George Brokaw
	 	 	Title:  


 


[Signature Page to Exchange and Support
Agreement]


 






     


     


    

 


	 	Victor Mendelson
	 	 	 
	 	By:	/s/ Victor Mendelson
	 	 	Name:  Victor Mendelson
	 	 	Title:  


 


[Signature Page to Exchange and Support
Agreement]


 






     


     


    

 


EXHIBIT A


 


Form of Exchange Notice


 


		To:	Yatra USA Corp.



3225 McLeod
Drive, #100


Las Vegas, Nevada 89121


 


Date: [                ]


 


Ladies and Gentlemen:


 


Pursuant to the Exchange and Support Agreement, dated December
16, 2016, the undersigned hereby requests Yatra USA Corp. to exchange the number of shares of Class F Common Stock set forth below
for Reciprocal Ordinary Shares and (ii) deliver such Reciprocal Ordinary Shares to the Designated Recipient set forth below.


 


DESCRIPTION OF SHARES TENDERED


 


	
        Certificate

        Number(s)
	
        Class F Common

        Stock Total

        Number of

        Shares

        Represented by

        Certificates
	
        Number of

        Shares

        Exchanged
	
        Certificate

        Number(s)
	
        Number of

        Shares

        Redeemed(1)

	 	 	 	 	 
	 	 	 	 	 


 


 






		(1)	Unless otherwise indicated, it will be assumed that all
shares represented by the certificates described above are being exchanged or redeemed, as applicable.



 


DELIVERY OF RECIPROCAL ORDINARY SHARES


 


	
        Name, address and Taxpayer ID

        Number of Designated Recipient
	 	
        Number of Shares of Reciprocal

        Ordinary Shares to be Delivered

	 	 	 
	__________________________	 	________________
	__________________________	 	________________
	__________________________	 	________________
	__________________________	 	________________
	__________________________	 	________________




 


 






		(1)	Unless otherwise indicated, it will be assumed in each case that Reciprocal Ordinary Shares shall be delivered in certificate
form to the Designated Recipient.



 






    	 	A-1	 



     


    

 


Proposed Exchanged Date (minimum 5 and maximum 45 calendar days
in advance):


 


 






 


For each Designated Recipient of Reciprocal Ordinary Shares
taking delivery by book-entry transfer made to an account maintained by the depositary with the book-entry transfer facility, complete
the following (only participants in the book-entry transfer facility may receive Reciprocal Ordinary Shares by book-entry transfer):


 


	
        Name of Designated

        Recipient (must

        exactly match name

        supplied above
	
        Name of Institution

        Receiving Reciprocal

        Ordinary Shares
	
        Account

        Number
	Transaction Code Number
	 	 	 	 
	 	 	 	 


 


	Name and signature of Exchanging	 
	Shareholder:	(print name)
	 	 
	 	 
	 	(signature)


 






    	 	A-2	 



     


    

 


EXHIBIT B


Form of Share Notice


 


		To:	Yatra Online, Inc.



1101-03, Tower B


11th Floor, Unitech Cyber Park


Sector – 39, Gurgaon – 122 001


 


Date: [                        ]


 


Gentlemen:


 


Pursuant to the Exchange and Support Agreement,
dated December 16, 2016, on behalf of the Exchanging Shareholder, the Company hereby directs Parent to issue [_________] of Reciprocal
Ordinary Shares to the Company in exchange for the number of shares Class F Common Stock set forth in the executed Exchange Notice
attached hereto.


 


	 	Very Truly Yours,
	 	 
	 	YATRA USA CORP.
	 	 	 
	 	By:	 
	 	 	Name:   	 
	 	 	Title:	 




 






    	 	B-1	 



     


    

 


EXHIBIT C


Exchanging Shareholder Notices


 


	Name	 	Address


 






    	 	C-1